Terms and Conditions

BookmanCapital.io, an online marketplace that allows third-party sellers to list an asset for sale; and to connect, communicate, and transact with buyers.

BookmanCapital.io and its affiliates (“Bookman Capital”) provide website features and other products and services to you when you visit BookmanCapital.io (the “Website”) and use Bookman Capital products or services (collectively “Bookman Capital Services “). Bookman Capital Services include the information, content, materials, products, and verification software included on or otherwise made available to you by Bookman Capital and references to Bookman Capital Services in these General Terms include any or all of these. Bookman Capital provides Bookman Capital Services to you subject to these General Terms and by accessing the Website and using Bookman Capital Services, you agree to be bound by and abide by them.

This Terms of Use Agreement (“Agreement”) contains important provisions regarding the use of BookmanCapital.io (the “Website”) and all other services, including the brokerage services to sell assets related to a website or other online business through Bookman Capital (the “Services”). You should review this Agreement carefully before deciding whether to use Bookman Capital’s Services, including but not limited to listing assets or purchasing assets through the Services. If you do not agree to the terms contained within this Agreement, you should not use Bookman Capital’s Services or Website.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE OR SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE OR SERVICES. BOOKMAN CAPITAL RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. IN THE EVENT BOOKMAN CAPITAL MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE WEBSITE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.

By using the Website, you accept and agree to be bound and abide by these Terms And Condition and our Privacy Policy. Please read them carefully before using Bookman Capital Services. If you do not want to agree to these Terms, the Privacy Policy, or the Cookies & Tracking Policy, you must not access or use the Website.

You also agree to any additional terms specific to Bookman Capital Services you use (“Additional Terms,” together with the General Terms, the “Terms”), such as those listed below, which become part of your agreement with us.

1. Privacy

Please review our Privacy Policy and Cookies & Tracking Policy, which governs your use of Bookman Capital Services, to understand our data practices. Bookman Capital collects personal information such as your name, contact details, payment information (including credit card details), browsing history, profile information (e.g., profile photo), and site activity. This information is processed using proprietary and third-party algorithms.

By using our Website and Bookman Capital Services, you acknowledge and agree that we may use your personal information as set out in our Privacy Policy. This includes, but is not limited to browsing, profile information and site activity in our proprietary and 3rd party algorithms to recommend and/or invite you to match deals and buyers. Where you have been matched, we will surface your profile information including summary which you have written, profile photo and preferences to relevant parties. We will not disclose to other parties on the site your phone number, street address or email.

2. Electronic Communication

When you use Bookman Capital Services or send e-mails, text messages, or other communication from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by e-mail, text, or communication via our discussion forum. You consent to receive communications from us electronically and agree that communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

3. Copyright and Other Rights

All content included in or made available by Bookman Capital, such as text, graphics, logos, button icons, images, video and audio clips, digital downloads and data compilations is the property of Bookman Capital and is protected.

Other than to the extent it is necessary to use the Bookman Capital Services for their permitted purposes and in accordance with these Terms, you may not copy, extract and/or re-utilize any content of Bookman Capital without our express written consent, including, without limitation, any listings, descriptions, prices and account information. You may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization of any substantial parts of the Bookman Capital Services or their content, without our express written consent. You may also not create and/or publish your own database that features substantial parts of Bookman Capital Services or their content without our express written consent.

4. Trademarks

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through Bookman Capital Services are trademarks of Bookman Capital. Bookman Capital’s trademarks may not be used in connection with any product or service that is not Bookman Capital’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Bookman Capital. All other trademarks not owned by Bookman Capital that appear in Bookman Capital Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Bookman Capital. You may not frame or use framing techniques to enclose any trademark or logo (including images and text) of Bookman Capital without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Bookman Capital’s names or trademarks without our express written consent.

5. Your Account

By registering and creating an account with Bookman Capital, you represent and warrant that you are over 18 years of age, and you can form legally binding agreements under applicable law. If you are registering an account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity. You may operate multiple accounts on Bookman Capital so long as you only have one account for personal use and one account for business use.

You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of these Terms, you are responsible for all activities that occur under your account regardless of whether the activities are authorized by you or undertaken by you. Bookman Capital is not responsible for unauthorized access to or use of your password or account. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorized manner. You must ensure that the details you provide to us are correct and complete and inform us of any changes. You can access and update certain information you have provided to us via your account dashboard.

If we have concerns with your account, or activity relating to your account, or if you are in breach of applicable laws or these Terms, we reserve the right to take action on your account in accordance with these Terms, including without limitation by (a) refusing service, (b) suspending or restricting access to your account, (c) terminating your account, or (d) removing or editing content you post using your account. The action we elect to take and any notice you may receive will vary depending on Bookman Capital Services, the circumstances, and our assessment of relevant factors. In the event of suspected fraud, suspicion that Bookman Capital users are being deliberately misled and / or evidence of shill bidding or similar, an immediate ban will take place without recourse.

6. ID Verification

6.1 Government ID Verification

Any reference to a buyer or seller being “verified” indicates only that the buyer or seller has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Bookman Capital about any buyer or seller, including their identity, background or whether they are trustworthy, safe or suitable.

To access or use some of the Bookman Capital Services, you may be asked to provide proof of identity or other methods of identity verification. You agree to provide Bookman Capital or any third party which provides goods or services to Bookman Capital with all identification documents (including but not limited to, copies of passports and/or government-issued driver’s license) which Bookman Capital requests from you from time to time for the purpose of verifying your identity.

6.2 Data Verified and Vetted by Bookman Capital

Bookman Capital gives sellers the ability to connect their assets to third party providers including but not limited to Google Analytics, Google AdSense, Shopify, WooCommerce, Stripe, Dokan, Infinity Tax Assistance, and more. A listing marked “Data Verified” indicates that the seller has connected with at least one of these product providers.

Bookman Capital has a team of specialists, including our broker partners, who are equipped to review assets to ensure the accuracy of data displayed and therefore help to preserve the integrity of our marketplace. A listing marked “Vetted by Bookman Capital” indicates that a Bookman Capital representative, or broker partner, has reviewed and verified the information provided by a seller to confirm it is accurate.

Despite the fact that an asset or business is marked “Data Verified” and/or “Vetted by Bookman Capital,” Bookman Capital makes no warranties or representations as to the accuracy and completeness of the data displayed or the current or future performance of a business or an asset. Third party data verification or review by Bookman Capital, or one of its broker partners, is not a substitute for due diligence. As a buyer, you understand you are responsible for investigating all aspects of any purchase of assets, including independently reviewing financial information, market circumstances, operational issues, supplier contacts, and other factors relating to the functioning of the business. Bookman Capital recommends you supplement the information provided by Bookman Capital, or a broker partner, with your own investigation and analysis.

6.3 Funds Verification

Bookman Capital gives buyers the ability to become funds verified (“Funds Verified Buyer “). A Funds Verified Buyer is a registered Bookman Capital buyer who has verified with Plaid.com and/or manually submitted documents to Bookman Capital. A minimum of USD$50,000 in qualifying assets is required. A Funds Verified Buyer can be easily identified with a “Funds Verified” badge on their public profile. A Funds Verified Buyer will receive exclusive access to listings with an asking price exceeding USD$500,000 and in the case of a CONFIDENTIAL listing, will receive automatic approval to access the listing once they have signed the relevant NDA.

7. Bookman Capital’s Role

The relevant seller is indicated on the respective listing page. While Bookman Capital helps facilitate transactions that are carried out on the Website, Bookman Capital may or may not be a buyer or seller in any transaction involving the seller’s assets or any other transaction among users of the Services.

Bookman Capital provides an avenue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract agreed to by the sellers and buyers regarding the seller’s assets is solely between the buyer and seller. Bookman Capital is not a party to this contract and does not assume any responsibility arising out of or in connection with the contract and/or the transaction. Bookman Capital does not act as an agent for the buyer or seller. The seller is solely responsible for the sale of their assets and the buyer is solely responsible for the purchase of the assets.

By using the Services, buyer and seller acknowledge that in the event of a dispute between a buyer and seller, Bookman Capital is not a party to any transaction among the parties and therefore will not participate in any such dispute, except as follows. Buyer and seller acknowledge and agree that Bookman Capital may, upon receiving notice of a dispute from either party, and only prior to the shipping and/or delivery of the assets or under any circumstance where the following is not possible, choose in its sole and absolute discretion to cancel the transaction. In such an event buyers and seller acknowledge and agree that neither party shall have any cause of action against Bookman Capital and in the event either party should pursue litigation against Bookman Capital the non-litigating party shall hold Bookman Capital harmless in accordance with clause 22.

Bookman Capital is not responsible for:

(a) the existence, quality, and suitability of legality of a listed asset.

(b) the truth, accuracy or completeness of the information contained in a listing.

(c) the future performance of a listed asset.

(d) the performance or conduct of a buyer or seller or third-party on the Website; and/or

(e) the quality, suitability or ability of a third party which provides goods or services to Bookman Capital or to a buyer or seller.

Your decision to purchase a listed asset shall be based solely on your own investigation and that of your legal, tax and other advisors. You accept sole responsibility for examining and investigating an asset and all information in a listing. This includes, but is not limited to, associated liabilities, financial statements, tax returns and any other facts or information which may impact your decision to purchase that listed asset and the price you are willing to pay. You understand that Bookman Capital may display only a summary description of a listed asset.

You acknowledge that you use these documents at your own risk. You agree that Bookman Capital nor Contracts Counsel has not in any way provided legal or financial advice by providing these documents or making representations or warranties that they are suitable for your requirements or needs and may not be appropriate or suitable to the sale or purchase of a particular asset. Bookman Capital recommends all parties seek their own independent legal advice in relation to the documents.

8. Listing Rules

The following assets may be listed for sale at Bookman Capital:

(a) all detail and reference to files contained in a website or an application, including but not limited to, the HTML, the code base, other source code, logos, images, music, animation, films and other media, licenses and other works associated with the website or the application.

(b) any rights and obligations under or in relation to an agreement with a third party relating to assets which may include, but are not limited to hosting agreements, payment provider agreements, affiliate agreements and seller agreements.

(c) a brand name relating to a business, including any registered trademarks specified in the listing.

(d) any records.

(e) all rights to a domain name.

(f) any other documented asset including inventory or other agreement critical to the sale and

ongoing concern of a business, including legal agreements, employment agreement, leasing agreements and other agreements; and

(g) any other particulars specified as being sold as part of a listing.

For the avoidance of doubt, Bookman Capital does not promote, encourage or facilitate the sale of securities using Bookman Capital Services.

When you create a listing, you will be asked to provide complete and accurate information about your assets, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times. You will also be asked to set an asking price for your asset/s, either a set price in the case of a fixed-price listing or a starting price, reserve price, and optional buy it now price, in the case of an auction-format listing. Please be aware that Bookman Capital may, in its sole direction, prevent you from listing your assets for sale, or suspend an existing listing, if it considers that a price set is unreasonable or not aligned with market value.

You warrant and represent to Bookman Capital and to each buyer that:

(a) you own the asset or are entitled to sell the asset.

(b) you are the owner of all intellectual property rights, including but not limited to copyright, patent, trademark, designs whether registered or not and throughout the world and all other rights, title and interest in the asset,

(c) the asset is transferable to a buyer; and

(d) any and all agreements with third parties are transferable to the Buyer.

You must not create a listing for an asset which is:

(a) is obscene, vulgar and/or deemed by Bookman Capital to be offensive.

(b) contains material which infringes the rights of a third party, or which assists others to infringe the rights of a third party;

(c) is engaged in activities which contravenes the law of any territory; or

(d) Bookman Capital deems inappropriate or in breach of these Terms.

9. Listing Types

Bookman Capital enables one kinds of listings — fixed-price listings.

With a fixed price listing, any buyer can offer to purchase the asset contained in a listing. An offer must be placed on the listing. A seller can accept, reject or counter any offer. If you are a buyer and have placed an offer, you acknowledge and agree that should the seller accept that offer, you are committed to purchase the asset and may be required to pay for it. If you are a seller and have accepted an offer, you acknowledge and agree that you are committed to selling the listed asset to the buyer.

10. Exclusivity

If a listed asset has a set asking price, in the case of a fixed-priced listed, or a reserve price, in the case of an auction-format listing, equal to or above USD$25,000, you agree that you will promote and/or sell that asset exclusively using the Bookman Capital Services.

For assets and online businesses valued up to $100,000 and for the period in which your asset(s) is for sale with Bookman Capital and for 30 days from the date you remove your listing, you warrant that you will not use any other platform, marketplace or service, including a broker service, to promote or sell your asset, without the express written permission of Bookman Capital.

For assets and online businesses valued up to $15MM and for the period in which your asset(s) is for sale with Bookman Capital and for 45 days from the date you remove your listing, you warrant that you will not use any other platform, marketplace or service, including a broker service, to promote or sell your asset, without the express written permission of Bookman Capital.

If Bookman Capital discovers that you have been in violation of this clause 10, you acknowledge and agree that Bookman Capital has the right to immediately suspend your listing and terminate your account and may, at its discretion, act against you to recover a success fee.

11. Marketplace Circumvention

You must conduct all inquiries into and discussions about a listed asset, through the Website unless expressly authorized by Bookman Capital. You must not circumvent Bookman Capital. If you make or accept payment for a listed asset, Bookman Capital is entitled to a success fee. If Bookman Capital is unable to recover its success fee from the seller, the buyer is liable to pay the success fee.

12. Our Fees

12.1 Listing Fees

You will be charged a listing fee when you list an asset for sale. For current fees, please see Bookman Capital Pricing. You will only be charged a fee for creating a listing; there is no fee for editing a listing. You will be charged a fee whether or not the listed asset sells. Listing fees are non-refundable.

You may cancel your listing or account at any time by emailing BookmanCapital.io and then following the specific instructions indicated to you in Bookman Capital’s response.

12.2 Success Fees

If you successfully sell a listed asset to a buyer who becomes aware of your listing and/or connects or engages with you via Website, you agree to pay Bookman Capital a success fee which is calculated as a percentage of the total transaction value or final sale price paid by the buyer for your listed asset (including any applicable taxes). For current fees, please see our ​Success Fee Page. Our success fee is non-negotiable and non-refundable. Bookman Capital reserves the right to change the success fee at any time and will provide you with adequate notice of those changes before they become effective.

12.3 Success Fees Collection

Bookman Capital reserves the right to charge your credit card for any outstanding success fees in cases where an invoice has not been paid. By using our services, you authorize us to charge your credit card on file to collect any outstanding fees. We will make reasonable efforts to notify you in advance of any charges and provide an invoice for the unpaid amount. If the outstanding balance remains unpaid after the due date, we may initiate the charge on your credit card without further notice. It is your responsibility to ensure that your credit card information is accurate and up to date. You agree to promptly update your payment information to avoid any interruptions in service or additional fees.

13. Credits and Refunds

If Bookman Capital issues you a refund, that refund will be paid to you using the same payment method you used to pay Bookman Capital. Bookman Capital may refund an amount of paid by you if you are entitled to a refund in accordance with these Terms or Bookman Capital is required by law or considers that it is required by law to do so. Bookman Capital’s determination as to whether a refund is required is final and conclusive and may not be challenged by you.

You may earn points or credits for your activity on the Website. These credits are not equivalent to any currency. They may, however, be used to pay for Bookman Capital Services in accordance with rules specified by Bookman Capital from time to time. You cannot use credits to purchase a listed asset. The balance of any credits held by you may be reduced at any time by Bookman Capital for any amount owing by you to Bookman Capital on any account whatsoever including in relation to compensating Bookman Capital for any loss that it determines (in its sole and absolute discretion) it has suffered as a result of any breach of these Terms. The balance of credits held by you will expire 12 months from the date that you last used any credits. Balances of your credits that are not spent within this 12-month period are lost. You acknowledge and agree that Bookman Capital is not liable to you for any unauthorized withdrawals or unauthorized spending of your credits, including where such withdrawal or spend arises from any unauthorized use or access of your account.

14. Payment Processing

Bookman Capital is not an escrow service and does not hold property on behalf of any person. Bookman Capital is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the Bookman Capital Services are provided to you by one or more independent third-party service provider, as appropriate. You hereby consent and authorize Bookman Capital to share any information and payment instructions you provide with any third-party service provider(s).

15. Valuation Calculator

You are solely responsible for setting a price for your listed asset. To help you determine an appropriate price, Bookman Capital makes a valuation calculator. You acknowledge and agree that any valuation produced by the Bookman Capital Valuation Calculator is an estimate only and must not be construed as or relied upon as a professional valuation. The valuation is generated by a mathematical model in reliance on available data, without an in-depth analysis of the asset and without having regard to market conditions or features which may affect the value and saleability of the asset.

16. Due Diligence

Bookman Capital provides due diligence services, and you can pay to acquire a due diligence report on a listed asset. While Bookman Capital strives to make the information in this report as accurate as possible, we make no claims, promises or guarantees about the accuracy, completeness or adequacy of the contents of this report, and expressly disclaim liability for errors and omissions in its contents. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third party rights, title, merchantability of fitness for a particular purpose is given with respect to the contents in this report.

Furthermore, any information provided herein with regard to the listed asset is informational in nature. We are not a legal advisory or business advisory service and do not purport to tell or suggest which business decisions to make. You understand and acknowledge that there is a risk involved in the purchase of a website or online business. We assume no responsibility or liability for your investment or business results. Factual statements within this report are made as of the data stated and are subject to change without notice.

All information is provided solely for educational purposes and you are encouraged to seek independent advice from a competent professional person if legal, financial, tax, or other expert assistance is required.

17. Reviews, comments and communications

You may post reviews, comments, and other content; send communications; and submit questions or other material, as long as the content is not:

(a) of a personal or solicitous nature,

(b) unrelated to a listing,

(c) an attempt to transact outside the Website,

(d) illegal, obscene, abusive, threatening, defamatory or an invasion of privacy,

(e) infringing of intellectual property rights, or

(f) injurious to third parties or objectionable.

You must not post or send any content that contains software viruses, or that comprises political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any such content or communication. We reserve the right (but not the obligation) to remove or edit any content at any time and for any reason in its sole and absolute discretion.

While comments and reviews are visible to other users, interactions and exchanges via the discussion forum are private as between individuals and accessible to Bookman Capital.

18. Confidential Information

In order to list an asset for sale on Bookman Capital, you will be asked to provide certain non-public, proprietary information to Bookman Capital relating to the asset/s you wish to list for sale including, but not limited to (a) information expressly marked or disclosed as confidential by you; (b) financial, traffic, user and/or other business information; (c) any and all details relating to your asset or business, including the URL, if relevant; (d) your profit and loss or balance sheet; and (e) any other information related to the listed asset (Your Confidential Information).

Your Confidential Information will at all times be, and will at all times remain, your property and all applicable rights, including, but not limited to, all intellectual property rights, right of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain with you.

Bookman Capital agrees that it will treat Your Confidential Information as confidential and not disclose Your Confidential Information until (a) you make it publicly available to registered users and account holders by way of setting it live as a public listing or (b) in the case of a “CONFIDENTIAL” listing, to a registered user or account holder who is both approved by you and who has signed your NDA, or to a Funds Verified Buyer upon signing of your NDA.

Bookman Capital may disclose the Seller Confidential Information to its employees, agents, attorneys, accountants, officers, and directors (“Representatives”) in connection Bookman Capital’s services or (b) in the event that Bookman Capital is required to disclose any Confidential Information, and, when possible pursuant to statutory or regulatory authority, Bookman Capital will provide you with prompt written notice so that you may seek a protective order or waive compliance by Bookman Capital with these Terms. If, in the absence of a protective order or the receipt of a waiver hereunder, Bookman Capital is nonetheless, on the advice of its counsel, legally required to disclose your Confidential Information, Bookman Capital may disclose such information without liability hereunder.

19. Intellectual Property Rights

You are responsible for your content and you represent and warrant that you own or otherwise control all of the rights to the content and material that you post and that, as at the date that the content or material is posted it: (i) is accurate; (ii) complies with these Terms and (iii) does not breach any applicable laws.

If you post content or submit material, and unless we indicate otherwise, you grant Bookman Capital a non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media;

You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. To the extent permitted by law, as applicable, you: (i) consent to any infringement of; and (ii) agree to waive, any right you have to be identified as the author of such content and any right you have to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Bookman Capital, at our request.

Bookman Capital’s name and all related names, logos, product and services names, designs and slogans are trademarks of the Company or its affiliates or licensors and you must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks or their respective owners.

You agree to indemnify Bookman Capital for all claims brought by a third party against Bookman Capital arising out of or in connection with the content and material you supply except to the extent that any liability arises from our failure to remove the content or material.

20. Third Party Links

The Website may contain links to third-party websites or resources that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest or Google Analytics). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Bookman Capital is not a party to those agreements — they are solely between you and the third party.

21. Prohibited Activities

You may not use the Bookman Capital Services:

(a) in any way that causes, or is likely to cause, any Bookman Capital Service, or any access to it to be interrupted, damaged or impaired in any way

(b) in any way that may interfere with or harm any other user of the Bookman Capital Services;

(c) for fraudulent purposes, or in connection with a criminal or other unlawful activity,

(d) in any manner that is not permitted under these Terms.

22. Disclaimer & Liability

Unless otherwise specified in writing, Bookman Capital disclaims, and does not make, any representation or warranty of any kind in respect of the Bookman Capital Services including without limitation any representation or warranty,

(a) that they are free of viruses or other harmful components;

(b) that your use of the Bookman Capital Services will be uninterrupted or error-free; or

(c) as to the suitability or availability of the Bookman Capital Services.

Bookman Capital will not be responsible for:

(a) losses arising from the unavailability of, or your inability to use the Bookman Capital Services

(b) losses that are not directly caused by any breach on our part;

(c) any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;

(d) any indirect or consequential losses;

(e) any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

For any other loss relating to the Bookman Capital Services, we limit our liability to the amount you have paid to us for the relevant Bookman Capital Services.

Nothing in these conditions is intended to:

(a) override any express commitments Bookman Capital gives to you with respect to the Bookman Capital Services (for example, the provision of a refund in certain circumstances) or

(b) exclude, restrict or modify any right or remedy you have in statute including under the Australian Consumer Law or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under law. Any disclaimer, exclusion, or limitation in these conditions applies as provided for in these conditions to the full extent permitted by law and subject to any such non-excludable right or remedy.

TO THE FULLEST EXTENT PROVIDED BY LAW, Bookman Capital WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

23. Indemnity

You agree to indemnify and hold Bookman Capital and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

(a) your use of the Website, Bookman Capital Services or assets obtained as a result;

(b) your breach or violation of any of these Terms;

(c) Bookman Capital’s use of your content;

(d) your violation of the rights of any third party, including another seller or buyer.

You agree to hold Bookman Capital, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

24. Applicable Law

The laws of Victoria, Australia govern these Terms and any dispute of any sort that might arise between the parties. Any dispute relating in any way to these Terms will only be adjudicated in the courts of Victoria. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to this Agreement.

25. Force Majeure

You agree that Bookman Capital will not be liable or responsible for any failure in, or delay to, the provision of the Bookman Capital Services or in Bookman Capital complying with these Terms, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:

(a) fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;

(b) denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;

(c) a significant demand is placed on Bookman Capital Services which is above the usual level of demand and which results in a failure of Bookman Capital’s software and hardware to function correctly;

(d) the failure of any third party (including without limitation, any bank or other financial organization) to fulfill any obligations to Bookman Capital; or

(e) any other circumstances or events that are beyond the reasonable control of Bookman Capital (as the case may be).

26. Notices

Bookman Capital may give notice by means of a general notice on the Website, electronic mail to the email address on your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Bookman Capital, with such notice deemed given when received by Bookman Capital, at any time by mail or pre-paid post to our registered agent for service of process, c/o Bookman Capital Pty Ltd.

27. Assignment

Bookman Capital may assign its rights and novate or transfer obligations that arise under these Terms. You must not assign, novate or otherwise transfer your rights or obligations under these Terms without the prior written consent of Bookman Capital (which may be withheld).

28. Waiver

A provision of or a right created under these Terms may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies in these Terms are cumulative with and not exclusive of any rights, powers or remedies provided independently.

29. Entire Agreement

These Terms supersedes all prior representations, arrangements, understandings, and agreements between the parties relating to the subject matter and sets forth the entire and exclusive agreement and understanding between the parties.

30. Amendments and Access

We reserve the right to make changes to our website, these Terms, our policies, and our listings at any time in our sole discretion by posting the changes on our website. Your continued access to or use of the Website and Bookman Capital Services following the posting of revised Terms will constitute acceptance of the revised Terms.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable for any reason all or part of the Website or Bookman Capital Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website to users, including registered users.

31. Severability

If any of these Terms are judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other term to the intent that the invalid or unenforceable term will be treated as severed from the Terms.

UPDATED: January 1, 2024